Wolf in Hobbit's Clothing
by Ulura
Summary: The fact that many Hobbits, especially those of the Great families such as Took and Brandybucks, were skin changers was a secret kept tightly within the walls of the Shire. Bilbo has kept his nature hidden from the Dwarves but soon the secret proves too difficult to keep. How will the Dwarves react and how will Bilbo's true nature effect their quest?
1. Chapter 1

**Hello all! Almost a year ago I claimed that Bilbo son of Durin and the Ring was my last fanfic, well, I couldn't help it the writing bug has bitten me again! **

**AUTHOR NOTES**

**This story begins where the film Desolation of Smaug does, mostly because I wanted Bilbo to meet Beorn as quickly as possible. **

The fact that many Hobbit, especially those of the Great families such as Took and Brandybucks, were skin changers was a secret kept tightly within the walls of the Shire. Even Gandalf, with all his knowledge, hadn't discovered it for several years after befriending the Hobbits of the Shire many generations ago. They were not impressive for the most part, the Underhill were badgers, the Brandybucks were ponies and the Baggins were, until Bilbo's birth, entirely full of rabbits. The Tooks of course, were the exception, weren't they always? Wolves, with great sharp teeth, pointed claws and sharp ears that were entirely unrespectable. A pony can pull carts, a badger or rabbit can dig but what use was a wolf to Hobbits? But for the most part, the few wolves that littered the Shire were tolerated or at the very least ignored.

When Bilbo was born it was expected he would be a regular Hobbit, like his father but instead he took for his Took mother. His skin changing wolf mother. The first time Bilbo had changed he was only a few summers old, throwing a tantrum one moment and the next his mother had a handful of fur and a very confused pup instead of her angry Hobbit. His mother had been a beautiful wolf by any standard, short white fur with bright eyes rimed with black patches. But Bilbo was not nearly as lucky.

After his 33rd birthday Bilbo had changed only a handful of times. As a child he;d enjoyed a good fight or hunt with his Took cousins as much as the next, but after his parents deaths his Baggins side had finally taken hold. So his wolf stayed firmly under lock and key, that is until, a certain company came along and swept him away on one of those terribly unrespectable things, an adventure.

-oOo-

Bilbo scurried along the rocks, carefully watching the orc pack atop their wargs only several leagues from him. Seeing wargs for the first time on this journey had certainly shaken him, more so than any Orc or Goblin had been able too. Especially the white matriarch that Azog rode. It reminded him of his mother in the most disturbing ways, like she had been reflected in a mirror, darkly.

Many times he had thought of shifting, especially during the fight with Azog but something had always made him stop. Gandalf was well aware of his "condition" as he'd phrased it but also had neglected to mention it. Deep down, Bilbo was afraid of what the Dwarves would think of him. As far as Bilbo knew, there were no skin changers left amongst the other races, if there were surely the Elves would house some. Would they think him a monster?

Shaking his head Bilbo went back to the task at hand, tracking the Orc pack. Even without shifting he could smell them in the air and if he focused his sharp ears could hear their voices. He didn't speak any Orc though, making this secret talent next to useless. He watched with a sigh of relief when Azog motioned his troops forward, down a pass that lead further away from their current hiding place within the crags. Taking his chance the Hobbit was about to return to the company when he spotted or rather smelt, something else tracking the orc pack. The musty scent was unmistakable, slightly human, slightly animal. Skin changer. A man by the scent of it. The shock had Bilbo frozen on the spot for several seconds before the sight of a great bear padding out of the nearby tree line bought him to his senses. It was much like he expected, a normal animal in form but almost twice the usual size.

Bilbo had spent many months learning to hunt, fight, track and even think like a wolf in his tween years and though rusty the lessons were still there. Even so it didn't take much to deduce that this skin changer wasn't just tracking, it was hunting. Bilbo felt his skin itch with the urge to change, to go and meet this mysterious skin changer and warn them of the Orc packs might, a single bear could not possibly win. But then the winds changed slightly and the familiar scent of the company wafter back his way, reminding him that they were all waiting for him. He'd already been gone for some time, Gandalf was probably worried.

Silently, Bilbo made his way back across the rocks, most of his thoughts still on the strange skin changer. The bear let out a roar across the mountains, a warning to those invading its territory. Bilbo prayed it hadn't caught his scent too.

-oOo-

"They are not far from us!" Bilbo hissed, quickly gaining attention with his return, "They are heading down into the valley but it won't be long before those wargs sniff us out. If we can get further north, I think they will lose the trail."

"Were you seen?" Gandalf asked urgently, sighing when Bilbo shook his head.

"You've done well Mr. Baggins." Thorin praised, something that would have been impactful only hours ago but now the bear took the forefront of Bilbo's mind.

"There is something else out there." He warned, "It's tracking the Orcs but I don't think it'll take kindly to us if it realises we're here."

"What sort of creature?" Gandalf asked slowly, "What form did it take, a bear?"

Bilbo almost did a double take.

"Yes…you knew?" To the company it just appeared as if Bilbo was angry at Gandalf for keeping a monster secret. But both one look could tell Gandalf the question the Hobbit really wanted to ask was "Why didn't you mention a skin changer to me!?"

"We should double back." Bofur suggested, "Avoid this beast at all costs."

"We'll be run down by a pack of Orcs if we do." Thorin growled, "The Company is strong, we can fight a single bear."

"This is no ordinary bear." Gandalf warned, "There is a house, in which we can take refuge, the Orcs would never venture close enough without being hunted down, it is there we shall go."

The Dwarves looked sceptical.

Another great roar echoed over the hills making Bilbo shiver, the bear was closer now. Had it started hunting them instead of the Orcs? Gandalf gave them all a grave look.

"Can this bear really hold its own against an Orc pack?" Bilbo questioned in awe.

"Oh yes."

**I hope you liked this introduction! If you do please review it really helps me to get writing! I didn't describe Bilbo's wolf form yet because I have a specific scene in mind to describe it to you but I have used art programs to make some pictures so I will upload those to my DeviantArt account later and give you guys the links ****J**

**Constructive criticism and suggestions are always welcome but no flames please, if you don't like the story please just go read something else. **

**Thanks for the reviews! Ulura**


	2. Chapter 2

On any other day the intense chase through the woodlands to the mysterious house would have tired Bilbo completely. But now, as the rest of the company slept peacefully on the straw covered floor Bilbo was wide awake. The bear that had chased them for the last leg of the journey was undoubtedly this "Beorn" Gandalf spoke of. A skin changer, a human skin changer. Bilbo had no idea other races had skin changers, his mind was buzzing like the large bees he'd seen floating past his windows. Was this Beorn friend or foe? Why did he chase them? Where was he now?

The last question was answered when he heard heavy footsteps approaching the house, not the shaking, lumbering steps of a bear, but that of a very tired man. Swallowing his fear Bilbo silently jumped to his feet and made his way to the door, easily flipping the latch and slipping outside before the other skin changer could enter.

And with that he came face to face with the biggest man the Hobbit had ever seen.

This was clearly a skin changer who spent more time than not in his animal form. His large body was hairy and coated in dust and grime in places. Bilbo did his best to appear as though he wasn't staring, especially seeing as the man wasn't clothed, having just shifted.

"Hello." He spoke up, the word coming out meeker than he anticipated, "My name is Bilbo Baggins."

Beorn snorted and Bilbo felt his confidence drop. He didn't know what else to say, how did one start a conversation with such a being?

"Beorn." He rumbled, "Not a Dwarf I see."

"Uh, no I'm a Hobbit and uh…" Bilbo stammered, he knew his sense of smell was greater as a wolf than a bears but did Beorn really not realise what he was?

"I'm also uh, well a skin changer."

That seemed abrupt, apparently Beorn agreed because he knelt down and stared. Bilbo flinched back as the Skin changer glared at him for a few moments before inhaling deeply through his nose.

"You do smell different…" He growled, "But I've not met a Hobbit before. There are no more skin changers, Azog took them all."

"The pale orc?" Bilbo squeaked, "Why would he want skin changers?"

"For entertainment." Beorn hissed.

"Well, there are skin changers, at least there are among my people." Bilbo said softly, realising quickly he had touched a nerve, "Not a great deal but a few hundred. Though, no bears I'm afraid, but plenty of rabbits, ponies and badgers, even a few otters and ferrets."

Beorn looked at him with steely eyes. Clearly he thought this was some sort of cruel joke at his expense. Bilbo could feel cool sweat forming on the back of his neck, the last thing he wanted was for Beorn to turn into that great bear again and rip him limb for limb.

"A-and my clan, my family I mean, we're, well _I'm_ a wolf." He finally stammered out, "I haven't really shifted in years but, well I could, if I wanted to I mean. I just, well you see I've not met another skin changer in so long and I was curious is all."

This was such a bad idea, he could feel Beorn glowering at him as he stared at his feet awkwardly.

"Do it."

Huh?

Bilbo looked up again and blinked in surprise.

"If you truly are a skin changer, then show me."

"Oh-okay!"

Nervously Bilbo disrobed. It was quite normal for skin changers to be naked after all, before and after shifting but it had been quite some time and the air was hardly warm this time of night. Though, he had to admit, his heart was pounding with excitement. It had been so long since he shifted, the wolf inside of his was itching to run free again, like when he was a pup, chasing his mother through the forests of at Bree on his way to visit relatives.

The change was quick, it lasted but a few seconds but to describe the sensation was near impossible. One would expect muscles and bones extending and changing shape along with the internal shift or organ and sudden growth of fur would hurt and in a way it did. The skin burned and itched slightly but that lasted only a few choice seconds before Bilbo felt as at home on four paws as he had on two feet.

On instinct he shook his long fur out, revelling in his senses growing stronger. His sense of smell and hearing were always above those of a normal Hobbit but now they had more than doubled in strength.

Beorn looked at him with a mixture of anger and wonder, Bilbo hoped the rage part wasn't aimed at him. Sensing the bear's shock he stayed still and allowed him to run his fingers through his long fur. He stood a little taller now, the same size as the pony he'd ridden so far on this journey with at the very least. He was still a lot shorter than the beast of a man that was Beorn, but it did make looking him in the eye a lot easier.

"I never dreamed I would see one of my kind again." Beorn whispered.

_"I'm not a bear." _Bilbo reminded him, only just remembering to speak with his mind not his mouth.

A Hobbit's mouth was built for words, a wolf's was not. Luckily Skin changers possessed the innate ability to project their thoughts when in animal form.

"You are close enough." Beorn chuckled, shifting. Bilbo did his best not to cower, as a bear, Beorn was even more colossal.

Suddenly all the pent up energy he'd been holding back seemed to bubble to the surface and Bilbo found himself taking off into Beorn's compound. Tail wagging and barking for Beorn to try and catch him. It had been a long time since he'd played Hide and Hunt or play fought with anybody, suddenly he was dying to.

He had no hope of beating Beorn in a fight, that much was obvious, but he had the speed advantage. If wolves could laugh Bilbo would be as he dashed about the bears legs. Jumped on his back and swiped playfully at his ears.

_"Is that the best you've got?" _Bilbo teased, nipping at the bear's paws only to find himself gently thrown in the air before he landed with a thud in a juniper bush. Beorn rumbled.

_"Care to try again?"_

Bilbo whipped his tail between his legs in a sign of compliance.

_"No, no, you win." _

Bilbo sneezed as the leaves ticked his nose, he was trying his best not to completely ruin Beorn's garden but the bush ended up with half its twigs in his fur anyway.

_"Sorry." _He whined, picking the sticks out with the help of Beorn's claws.

Beorn just yawned before heading back to the house in the middle of the compound. Bilbo felt a little guilty, realising the other skin changer was probably tired from hunting, and no doubt fighting, orcs. But their short bout of rough housing had his blood pumping, he couldn't shift back now, he'd never sleep.

Lacking any better ideas he wandered the compound, noting the sweet smell of honey coming from the large bee hives not far away by the river. He hoped he'd get the chance to taste some of the honey those bees made before they left, it smelt divine. Busy day dreaming about toast and crumpets Bilbo made his way to the river and lowered his muzzle to drink, only then did he realise he could smell something else besides the honey.

There was a dwarf nearby.

* * *

**Next chapter I shall finally give a detailed description of what Bilbo's wolf form looks like! Who do you think has come outside? Who's the first Dwarf to see Bilbo as a wolf? **


	3. Chapter 3

Kili was sure he'd heard signs of a fight nearby. When he'd awoken he was sure he heard growls and heavy footfalls but by the time he'd roused Fili there had been nothing but silence and his brother had grumpily told him to go back to sleep.

"Gandalf says Orcs can't get past the bear." He'd sighed sleepily, "You probably just heard it patrolling or something."

Deep down Kili knew Fili was probably right but he just couldn't make himself fall asleep again. Finally, after a little tossing and turning he'd gotten up, deciding the only way to appease his anxious mind was to look around himself. The Goblin tunnels and the fight with Azog had put him on edge to say the least.

He wandered the compound for several minutes with his hand resting on his bow before he finally relaxed. He felt a bit foolish really, luckily nobody else had seen him acting so skittish, well expect Fili but he'd probably forget in his sleep addled state. He was about to turn back when he felt the hair on the back of his neck turn up, like somebody was watching him. His sharp eyes scanned the hives and trees spotting something half hidden by some juniper bushes down by the river's edge. The creature stepped out into the moonlight and Kili felt his eyes widen.

There standing there was the largest wolf he had ever seen. It stood as tall as his pony with shaggy russet fur and bright eyes that seemed almost familiar. Even at this distance he could see white fangs poking from its mouth and sharp black claws. It stood there staring at him with an unreadable expression, as if it was just as shocked to see him.

All of a sudden it flicked its ears forward and gave, what Kili interpreted as, a friendly whine. It was almost as if the wolf was trying to tell him not to be scared, that it was a friend. It wagged its tail, giving Kili an almost hopeful look. Kili chuckled a little, it reminded him of the dogs they'd used for hunting back in the Blue Mountains.

"Um, hello there." He tried, "I guess you're one of Beorn's animals, I guess everything is bigger here, I thought it was just the bees."

The wolf made a scoffing sound much to Kili's surprise.

"Do you…can you understand me?" He gaped.

The wolf nodded.

"Wow." The Dwarf breathed.

At ease now apparently, the wolf trotted up to him and gave him a sniff. Kili did his best not to flinch, the claws and fangs were close enough to touch him now. Evidently, he did not do a good job of hiding his discomfort as the wolf suddenly stiffened only to nuzzle at him, covering Kili's face in reddy brown fur.

"Arugh!" He coughed, "Down boy! At least, you're a boy yeah?"

The wolf made a strange sound with its throat, a deep rumbling almost like laughter and nodded.

"I get it you're friendly." Kili giggled as the wolf gave him another knock with its head, was this thing _playing_ with him?

The silent question was answered when the wolf began to walk away, only to bat Kili across the head with its thick tail.

"Ow what was that for?" The Dwarf pouted. The wolf just blinked at him innocently, he was playing with him.

"I feel strange just calling you Wolf." Kili sighed, scratching behind the wolf's ears much to his surprise, "But if you do have a name I guess you can't tell me. Maybe I should call you 'Filtiarn' he was the hero wolf in an old fairy tale mother used to tell me."

The russet wolf made an uneasy sound.

"Well how about Raoul?" Kili tried again, "That means 'red wolf' in Khuzdul, that's my language."

Wolf sighed, looking somewhat sad and Kili felt a little guilty for trying to give his new friend an identity having only just met.

"Alright, alright, just Wolf it is." He smiled, Wolf gave him a friendly nudge. He had been about to ask if Beorn was about when Wolf suddenly kicked up his forepaws and knocked him to the ground. With a grunt of annoyance Kili got himself to his feet, thinking he must have offended Wolf more than he thought only to notice his new friends stance. He was crouched low with his tail lashing through the air. He wasn;t angry, he wanted to play.

Catch me! He seemed to taunt, jumping from paw to paw waiting for Kili to make a move.

"I'll have you now I'm the fastest Dwarf in the Company." He grinned, "You won't be outrunning me."

Kili leapt and took off after Wolf but for all his speed he simply couldn't catch the beast. It seemed that along with the size of a horse, he got all their speed and swiftness as well. What was truly infuriating was that Wolf knew this. He'd stop and wait long enough so that Kili would get close, only to take off again.

"I yield!" Kili panted finally, leaning on his knees, "You win! I'll well enough be able to fall asleep again now."

Wolf gave him a friendly bark before rushing off across the compound.

"Geez what's got you in such a hurry?" Kili breathed, still trying to catch his breath, "I guess that's how wolves say goodnight."

-oOo-

Getting changed and ducking inside before Kili made it back hadn't been easy but somehow Bilbo had done it. Thanking Eru for Hobbit inconspicuousness. He had grinned at the fun he;d had at the Dwarf prince's expense, he couldn't help playing with him a little. He knew he should have answered his questions, admitted what he was but somehow that fear still lingered. What the Dwarves would think of him.

He'd fallen asleep almost instantly and woke to the sound of Kili's voice.

"I'm telling you this wasn't a dream! He was as big as Myrtle!"

Blinking awake Bilbo saw the Dwarves all sat at a table far too large for them all nibbling on bread and honey. Gandalf was in the corner smoking his pipe with a small grin on his face, apparently Kili was relaying his little 'adventure' last night.

"Wolves don't grow as big as ponies' boy." Dwalin shrugged, "Simple as that!"

"But look at the bees!" Kili insisted, pointing at the massive buzzing things floating about the room.

"Bee's don't usually grow to that size but Beorn's do!"

"So you think he's really got a collection of giant animals?" Bilbo asked, with a slightly over exaggerated yawn.

"Ask him yourself." Thorin told them, nodding to where the door was opening.

Beorn appeared, in his human form, carrying a pitcher of milk, no doubt from some cows he had hidden away somewhere.

"Ask me what?" Beorn growled, seeming as gruff and unhappy as he had been when Bilbo first met him before revealing his true lineage. Something told Bilbo that this skin changer wasn't overly fond of his Company. The Hobbit had to admit, he preferred the playful friendly Beorn to this one.

"I went outside last night-" Kili began, Bilbo saw Beorn twitch in annoyance.

"-And I met your wolf!" Kili continued, obviously not noticing, "The big reddish brown one! He got me to chase him! He seemed really friendly and he was _huge_! Like big enough to ride and nobody believes me!"

"Ah, yes I know of whom you speak but he's not mine." Beorn replied, seemingly in a better mood all of a sudden, "He simply…showed up recently."

Bilbo bit his lip nervously.

"Oh no need to worry Hobbit." Beorn added, "He's quite safe."

Beorn wasn't going to tell. Bilbo tried to hide his sigh of relief.

"I was rather hoping he'd be up for some sparring after breakfast." Beorn added, seemingly to himself.

"Can we watch?" Ori asked excitably.

"Indeed, such a creature would be a formidable ally or foe." Thorin nodded.

Bilbo tried not to giggle at the prospect of Thorin finding him _formidable_.

"Let's go look for him now!" Fili cheered, swallowing his breakfast in one mouthful, "I want to see him."

Kili and Ori cheered.

"Oh no, not me!" Bilbo argued, "I'm not interested in any fighting or giant wolves, I'll just, um, go down to the bee hives."

In the short time since their arrival he'd noticed the Dwarves distaste for the large insects, nobody would come looking for him there.

"But don't you want to see this giant wolf?" Balin asked teasingly, "You can't have seen anything like it before, I thought your adventurous spirit was awoken in our lattest battle."

"Not that much!" Bilbo replied, jumping down from the table and rushing out the door before any questions were asked. He had to find a place to hide his clothes…

* * *

**I searched and searched for a reliable Dwarvish source but I couldn't find one, not one that gave me the words 'red' or 'wolf' anyway. Rauol means Red Wolf in another language, I think it was Hungarian but I can't remember sorry :/ **

**Next chapter: Its time for more fighting between Beorn and Bilbo and maybe even a certain King under the Mountain…**


	4. Chapter 4

Bilbo howled his excitement into the open sky. He wasn't sure if Beorn would be able to understand the language of a wolf and he was sure the Dwarves wouldn't, but he did it anyway.

Excitement. Anticipation. Daring.

He howled it all up to the heavens before heading toward where he could smell his companions. They were in an open part of the compound, he could hear Kili, Fili and Ori all yelling for him and the clangs of metals as the other Dwarves sparred. Quick as he could he loped toward them, he intended to have some fun today.

_'And after that'_ he promised to himself, _'I'll tell them the truth.'_

-oOo-

Thorin had been sparring with Dwalin when the howl filled the skies. He'd never admit it but the sound took him by surprise, making him almost trip when he parried his companions last thrust. Luckily the clearing seemed to still at the sound and nobody noticed.

"I told you!" Kili beamed, "Where is he Beorn?"

The skin changer didn't reply, but rather shifted into his other form, tearing up his patched clothes in the process. Gandalf made a tutting sound under his breath but quickly became interested in his pipe when the great bear glared at him. Thorin had to admit, Beorn was an intimidating creature, was this wolf of his really as big as himself?

A loud bark filled the air and Thorin finally spotted him, a russet wolf with shaggy fur running toward them. Kili hadn't been exaggerating, he was the size of a horse!

"Wolf!" Kili bellowed, "Hi! It's me Kili!"

Wolf barrelled toward the young Dwarf and knocked him straight off his feet.

"Hey!" Kili pouted as Fili laughed, only to be silenced when the Wolf smacked him across the head with his thick tail.

Thorin felt his eyes narrow in disapproval, this beast clearly needed to be tamed.

Beorn certainly didn't seem to agree with him as he egged the wolf on with barks of encouragement, only to have Wolf set his sights on him. Running at top speed Wolf pounced, knocking the bear onto his back though Thorin suspected Beorn let him. The two wrestled, Boern even throwing the wolf into the air several times. Kili, Fili and Ori cheered Wolf on as he darted back and forth through the bears legs trying to avoid the light throws, nipping at his paws and sides.

"Quite the playful thing isn't he?" Balin chuckled.

"How many giant wolves can there be?" Bofur questioned, "He probably lost his pack and is happy to finally have a playmate again."

Thorin was about to reply when Beorn suddenly threw his sparring companion across the grounds and the King was forced to jump out of the way or else be crushed. Gandalf chuckled to himself, Thorin ignored him.

Wolf got to his feet, shaking out his long fur and seemingly admitting defeat as Beorn settled himself down for a nap. Wolf turned and faced Thorin, cocking his head to the side before getting down on his haunches. Thorin stared for a few seconds before Wolf gave an impatient bark.

"I think he wants to spar with you uncle." Kili grinned.

"Nonsense." Thorin grumbled, "With my sword I would easily injury him and without I am at a clear disadvantage when it comes to brute strength."

The Wolf made a scoffing noise.

"Use your sword Thorin." Gandalf advised, "I'm sure Wolf can take it, they are wise creatures you know. They never pick fights they don't have a chance of winning."

"And I do, is that is?" Thorin challenged, Gandalf just gave him a look that said more than his words ever could. The King felt his temper rising.

"Very well." He snapped, drawing Orcist, "But I give you fair warning, I will not go easy on you, if you are injured it is your own fault beast."

Wolf had been light hearted until that last sentence, after the word 'beast left Thorin's lips he saw the creatures eyes narrow and his muscles tense. It seemed the Dwarf had hit a nerve. Thorin had to admit, if only to himself, he was excited. Wolf would be a formidable opponent, standing taller than he himself was and no doubt being twice as strong. Thorin would still win of course, with a sword and his master of the art there was simply no way an animal, even one so large, could defeat him. But the work out would still be interesting and at the very least, good training for taking on wargs.

Wolf and he circled for a few moments before finally the beast made his move. He darted right and Thorin moved to parry with ease, only for his target to jump back, leap into the air and land behind him and kick him swiftly in the back with his hind legs, forcing Thorin to stumble and almost fall all together. Wolf had feinted him, and he'd fallen for it!

Thorin was not a warrior in name alone though and didn't let it faze him for long. Quickly he regained his footing and turned to face his opponent once more, giving a few quick slashes as he went. Wolf dodged them, barely, some of his long hair was sliced from his shoulders but Thorin had to admire his skill. Wolf knew his weaknesses, he stayed light on his feet, using his speed and agility to make sure his soft underbelly and neck were not exposed at any time.

Wolf ran to the side, clearly he was about to try and tackle him off his feet and hold him down, not likely. Thorin's instincts kicked in and before he knew what he was doing, he was countering the move with a sweeping blow with his sword.

A loud clang ran out and Thorin found himself standing stll in shock.

It had been another ploy, instead of tackling Wolf had opened his mouth and with perfect timing slammed his jaw shut, capturing the blade between his teeth. It was incredible, one moment sooner or later and Thorin would have either sliced through the beasts gums or knocked his teeth straight out of his body.

The two stood there for a few tense seconds, Wolf with Thorin's sword still trapped in his great maw before he yanked it free of its wielder hands and sent it flying across the field and impaling it into a stump.

Silence.

Thorin felt his blood boil. Wolf had beaten him.

Wolf gave him a sort of bow and Beorn roared his congratulations while Thorin went and pulled his sword free, temper flaring with humiliation. First Azog now this.

"Wow, Its been forever since anybody beat Uncle in a sparring match!" Fili breathed.

"I would not loose against a worth opponent." Thorin growled, "An animal is hardly that."

Wolf's ears drooped.

"I will be glad when we are away from this place." Thorin muttered to Dwalin, who'd come over to show his silent support, "Away from these beasts."

Wolf, whos sharp ears had obviously heard him made a whining sound and then dejectedly walked over to join the bear who was laid out on the ground at the edge of the field, curling up at his side.

"Uncle, I think you hurt his feelings." Kili whispered, though not particularly quietly.

"This quest is no place for empty words and kindness." Thorin retorted, "I've told you that before."

"I know. I just thought, since you befriended Bilbo…"

"Mr Baggins is a valued member of the company." Thorin argued, "One who has proven his worth to us, he is not some pet."

* * *

**Oh Thorin! He respects Bilbo but now he hates Wolf! **


	5. Chapter 5

Bilbo was sulking.

He knew it was petty and childish but he was. The sun had long set now and he was laying with his head in his forepaws by Beorn. The Dwarves having long since retired to plan their travel strategies through Mirkwood with Gandalf.

_"Still in a mood then." _

Bilbo flattened his ears against his head.

Beorn laughed, well, as much as a bear could laugh anyway.

_"Dwarfs are greedy, I do not know why you hold them, especially that arrogant 'king' of their in such high esteem." _Beorn scoffed.

_"He's a good king." _Bilbo argued,_ "Or, he will be. If you knew him, you'd know why he is the way he is. I just wish he wasn't so stubborn and blunt!" _

Bilbo sighed.

_"I only just earned his respect and friendship, what will he say if he finds out Wolf is me?"_

Beorn rumbled and licked Bilbo's forehead like his mother used to when she wanted to comfort him. Bilbo may have been acting like it, but he wasn't a child, but he allowed the action all the same. Beorn probably missed acting as a skin changer.

_"You are always welcome to stay here."_ The bear offered, _"I have missed my own kind and those Dwarves will bring you nothing but misfortune. I feel it."_

_"I signed a contract Beorn." _Bilbo replied kindly_, "And they are my friends, I want to help them reclaim their home."_

Beorn sighed sadly and placed his head on his paws. Bilbo felt a twinge of guilt. He knew Beorn was lonely here, thinking he was the only one left of his kind had taken a toll on him.

_"When the quest is over, I will come back."_ Bilbo added brightly with a friendly nuzzle, _"I will bring you to my Shire. The Tooks will be glad to meet you. Like I said we don't have any bears and the Badgers and Ponies will probably be a little intimidated but I know my Took cousins will love you." _

Beorn looked at Bilbo in silence for a few moments, there were many emotions swirling in his eyes, happiness being chief among them. Finally he replied.

_"I would like that very much my friend." _

Bilbo gave Beorn a friendly nuzzle, only a few short days ago he'd found the bear intimidating, now he reminded the Hobbit of a very large teddy.

_"You must promise to come back then."_ Beorn added quietly.

Bilbo looked at his forepaws, not wanting to meet Beorn's eyes. He hadn't really given too much thought to it lately but he knew there was a good chance he'd die on this quest. A dragon was no laughing matter. Strangely, a part of him was content with the fact that he may never see the green hills of the Shire once more. But all of a sudden the thought of leaving Beorn alone, waiting for him to come back and take him to meet other skin changers left him very depressed. Somehow he knew the man would never take the trip alone.

They stayed silent for a while after that, Bilbo not wanting to make empty promises and Beorn not wanting to hear them.

After a while Bilbo lifted his head to the stars and moon, they were so bright here. He'd spent a good deal of his childhood at moon viewing parties with his Took cousins, playing after dark. The sight was one he'd not stopped to admire in some time. Without any warning he lifted his head and howled. He sung, low and melodically, not really forcing any emotion to the forefront this time, it was just a simple howl to the moon to break through the silence that'd he'd unwittingly caused. Beorn stayed silent of course, a bear doesn't howl as a wolf does but Bilbo could tell he was listening.

-oOo-

Saying goodbye to Beorn was hard. The Dwarves said their thanks for his hospitality and the use of his horses and that was that. Bilbo on the other hand found himself looking back over his shoulder at the lone figure until he disappeared over the hills. He'd bonded with the other skin changer over the last few days and he was missing the bear already, almost as much as he missed the Shire at the beginning of their quest.

"Don't worry Bilbo." Bofur smiled, "I'm sure the food will last, and once we have Erebor back, you'll get to see a real feast!"

Bilbo smiled kindly at the oblivious Dwarf.

The journey was fast, it didn't take long for them to reach Mirkwood and Bilbo didn't like what he saw.

The trees were twisted, the leaves dark and shrivelled and they all wound together blacking out the light and darkening the only safe path. He felt his instincts flare, this wood was sick to its very core, filled with dark magic and ill will.

"This forest is sick." He murmured, touching a palm to the wood, "Can we not go around?"

"There is no time Master Baggins." Thorin replied softly, "But you are with us and we shall use the safe path, you've nothing to worry about."

Bilbo wanted to tell him he could practically feel the madness seeping out of the forest, confusing his sharp senses already but he didn't. Instead he just nodded, so be it.

"Follow the Elven path." Gandalf instructed, "I must-"

"You're not leaving us!" Bilbo exclaimed, "Not now!"

What was Gandalf thinking? His magic could protect them in this dark place! Bilbo did his best to dissuade the wizard but like normal, Gandalf got his way. Bilbo could only watch angrily as he rode off to Gods knows where as the company filed into Mirkwood. Thorin gave him a pat on the shoulder, probably his way of trying to comfort the Hobbit, before following them in also.

Inside was horrid. That was putting things lightly, Bilbo's senses seemed all mixed up, he smelt with his ears, felt with his nose, his eyes seemed to see everything in reverse. The Dwarves were no better off, muttering and walking in circles, complaining and yelling the whole while. Bilbo didn't have the energy to join in the arguing, he was too busy trying to tell up from down.

That was when the spiders came.

* * *

**Sorry this chapter is kinda boring but I didn't want to just copy out scenes from the books or film.**


	6. Chapter 6

**Just a heads up, Bilbo doesn't have the Ring in this story. I felt like it would ditract more than it would give to the story.**

* * *

It felt like it had only been a moment since he'd turned away from the others but time didn't seem to flow properly in Mirkwood. Now Bilbo was all alone, no, alone wasn't the right word. He wished he was alone.

Bilbo screamed as another spider appeared before him, shocking him and sending him tumbling down through the branches and into the webs. Immediately he began to struggle, desperate to get free but all that did was wind the sticky strings around him further until they ripped and he fell down once more, thumping onto the ground so hard he saw stars.

"Bilbo!"

Bilbo caught his breath, somebody had heard him.

"Bofu-argh!"

Bilbo's reply was cut short when a great white centipede like creature came scuttling toward him at an alarming speed, pincer snapping. The Hobbit barely moved in time and even so, he still felt the sharp pincers cut through his shirt and graze against his arm. He just prayed this creature wasn't venomous.

Without thinking Bilbo grabbed Sting and swung it in front of him almost blindly, grinning when he heard the creature hiss, he'd hit something.

"It stings!" the creature hissed.

"Yeah, it does." Bilbo growled, diving forward as he'd seen Thorin do with wargs and speared his sword through, what he assumed, was the centipedes head.

It stilled.

Bilbo gave a sigh of relief and went to remove his sword, only to find it stuck within the centipede. He pulled as hard as he could but something had the weapon stuck tight. The Hobbit guessed it may have something to do with the extremely sticky, blackish blood seeping from the wound. Months ago, he'd have been happy to leave behind a weapon but now was no time to be unarmed. Suddenly, he heard yells, it was Kili! The young Dwarf sounded like he was in trouble and Bilbo bit his lip, without his sword he wouldn't be able to help, but he couldn't risk staying here to unstick it when he didn't even know if he had the strength to do so at all.

If it really came to that, he could always change…

Another yell made the decision for him and Bilbo took off through the thick trees.

-oOo-

"Bofu-argh!"

The yell made all the Dwarves turn, at least for a moment, before going back to their battles with the insects. The spiders had separated them but now most of the company was back together, with the exception of Kili and Bilbo. Fili was nearly mad with worry, slashing through the spiders with much less tact and grace than usual, calling out for Kili all the while.

Thorin had to admit, it was the lack of follow up that concerned him. No matter who shouted Bilbo didn't answer again, the king just prayed it was because he was too busy fighting off a spider rather than…the alternative.

The King cut down the spider in front of him and looked around once more, desperately trying to find any sign of his darker nephew.

"Kili! Answer us!"

"Uncle!?"

The cry wasn't far from them, but that didn't mean much in this maze of a forest, but it was better than nothing.

"This way!" Thorin ordered, running toward where he'd heard Kili cry out, Fili and the rest of company with the spiders angrily clicking at their heels. Where were they all coming from? It seemed like every time he cut one down, another took its place.

"Kili!" Fili yelled and barrelled forward when he saw the predicament his brother was in.

Kili had one arm and leg trapped, stuck to a tree by thick webbing, his other hand thankfully held his sword and he was doing his best to keep the spider that had caught him at bay. Thorin tried to catch Fili before he went running in without a plan but wasn't quick enough, and with the other spiders on their tail they had no choice but to go forward. A move he sorely regretted a few moments later when even more of the beasts descended from the canopy above, putting a wall of insects between them and Kili.

"Hold on!" Thorin yelled, blocking a spiders fangs with his sword, "We're coming!"

"Thorin!"

A spider came crashing down on the kings shoulder, barley giving him time to turn and block it's fangs and essentially trapping him, he could only watch as Kili's sword was finally swiped out of his hands by the spider and it advanced.

"Kili!"

That cry wasn't from the Dwarves but Bilbo, who'd just appeared, also weaponless over the ridge. The spiders had them surrounded but Bilbo might be able to escape if he turned and ran now, Kili seemed to have the same revelation.

"Run Bilbo!" he urged, trying to inch away from the spiders, "Quick!"

But as usual, Bilbo did exactly the opposite of what he was ordered and started down the hill at a breakneck pace, heading straight toward the spider that had been going after Killi.

"Fool, go back!" Thorin yelled, finally pushing the spider off and getting to his feet to finish it.

Didn't that fool know he couldn't just tackle a spider the same way he had the orcs? Especially without a weapon! Thorin was going to yell again but before he could Bilbo leapt and changed. It all happened so fast, one moment a Hobbit was flying through the air but then his limbs seemed to lengthen, fur appeared from nowhere and a great wolf came slamming down upon the spider, crushing it.

The spectacle not only surprised the Dwarves, but the spiders as well and as shocked as he was, Thorin was a warrior and he knew better than to waste the opportunity. With a careful swing of his sword another spider was down and the battle began anew, but far more in their favour.

The wolf,

_Bilbo_, Thorin had to remind himself, flung himself into the spiders, ripping them apart with teeth and sharp claws. With the spiders spooked by the shape shifter, beating them was much easier, soon the others were scuttling back into the darkness of the trees, hurling curses as they went.

"They'll be back with reinforcements." Dwalin noted, "We need to move."

_"Kili, are you alright?" _

Wolf, or rather Bilbo, was carefully cutting through the webbing trapping the youngest Dwarf, hearing the Hobbit's voice from the same wolf that had bested him only days ago was, disconcerting to say the least.

"Wolf?" Kili muttered with wide eyes, "I mean…Bilbo, you're…?"

_"I know, I wanted to say something I just-"_ Bilbo suddenly stopped, _"Do you hear that?"_

"Spiders!" Balin cried as another wave appeared above them.

"Damn their speed." Thorin hissed, cutting another down, noting that at least there didn't seem to be so many this time.

A pained yelp caught his attention and he turned to see Bilbo desperately trying to shake the spider that had landed on his back, finally grabbing hold of one of its legs with his teeth and dragging it off and into a tree where it stilled.

"It bit him!" Kili cried, "What do we do?"

Bilbo stumbled before dropping onto the ground, the wolf was trying desperately to stand but his legs seemed to be failing him already. Thorin went to answer but was once again interrupted, this time by the sound of arrows sinking into the spiders. The Elves of Mirkwood were coming, and they would not be pleased to see them any more than Thorin was.

"We have to move! Thranduil will not take kindly to seeing you Thorin." Dwalin warned, as another arrow hit a spider, they couldn't be too far.

_"Thorin please,"_

Thorin blinked in surprise again at hearing Bilbo's voice coming out of the dull eyed wolf.

_"Please, don't leave me here alone."_

What?

"Dwarves!"

Thorin sneered, a group of tall, pale Elves were making their way toward them, walking all too gracefully around the bodies of the spiders. The leader, a young blonde Elf knocked an arrow, pointing at straight at the King's head, his hunting party following suit.

"Do not think I will hesitate to kill you." He growled, "What are you doing here in our kingdom? With an Elvish blade?"

"It was given to me." Thorin replied boldly, doing his best to keep his temper in check.

"Not only are they thieves, but their leader is a liar as well." The Elf replied, taking the sword as his archers searched and took the Company's other weapons.

Bilbo growled, Thorin could tell he was struggling to stand, his eyes were unfocused and dull, he just prayed the spider's venom was not deadly.

"And what's this monster?" One of the Elves asked, poking at the wolf's face with an arrow only for Bilbo to try, and fail, to snap it between his teeth.

"Our Dire Wolf." Thorin replied, coming up with the first lie he could.

Bilbo looked at him strangely, as if he'd been expecting something else.

"He was bitten by the spiders." The leader noted before shouting something in Elvish.

Thorin assumed it was an order to move them because he soon found his hands bound and tied, being led with the rest of the company through the forest toward Mirkwood.


	7. Chapter 7

When they reached Mirkwood Thorin did his best not to be impressed by the architecture. The many spiralling staircases, great columns and finely detailed wall hangings were quite a lot to take in. He could see several of his Dwarves doing the same, trying not to look tempted to look around.

"I will take the 'King' to my father." The blonde Elf announced, "Take the others to the cells."

"What about this one, Prince Legolas?" Another elf asked, indicating to the still dazed Bilbo.

"The spider venom will only keep him docile so long, make sure he is contained by then." Legolas replied, "I've no desire to him killed, an animal is only as good as his owners, perhaps he can be retrained."

Bilbo gave a low growl, probably the most he could manage besides standing. Thorin didn't blame him, he felt like showing the prince and bottom of his boot, preferably with a good deal of force. He could do nothing as his Dwarves and Bilbo were led away from him and he taken to Thranduil. With this delay who knew how long it would take to reach the mountain. The only thing he could be certain of now, was that the Elf King was going to get a piece of his mind.

-oOo-

Kili was worried. Thorin had been taken from them, Bilbo had been separated from the group and they were all locked up in small iron barred cages.

"We'll never make it to the mountain at this rate…" Balin sighed, "That fool Thorin, he'll never make a deal with Thranduil. He's too proud."

Kili felt the need to defend his uncle but he knew Balin was right. The smart thing to do would be to make a deal with the Elf for some of their gold, but his uncle would never do it.

The sound of footsteps on the stone stairs had them all at attention as Thorin was bought back down to them. Kili saw his barely concealed anger as he spied their cages, though he stayed silent as he himself was locked away. Balin started to ask how the talks with the Mirkwood king went when Kili saw something that made his blood boil to the point of yelling out. Two Elves had entered their prison, with Bilbo.

"You _muzzled_ him!" Kili yelled in outrage, "How could you do such a thing? How will he eat?"

Maybe it was because he knew the great wolf he was seeing was actually a Hobbit but the sight of the metal manacle clamped around Bilbo's muzzle made Kili feel more rage than he had at his own imprisonment. More shackles ties the wolf's paws together, so he could only take small shuffling steps, running would have been impossible. Bilbo didn't make a sound, he didn't even resist as they fitted the thick chain attached to his muzzle to the wall by Thorin's cage.

"Wolves can last long without food." One of the guards replied, "If we're to keep him docile he's to stay hungry and learn not to bite the hand that feeds him."

Thorin growled in frustration but Bilbo simply settled himself on the floor, head resting in his forepaws as calm as ever. Kili had to wonder if he was still under the influence of the venom.

"You can't-"

"We can do as we please." The Elves cut Thorin off before walking away up the stairs, leaving the full company to their own devices, not that any of them spoke. At least not for several minutes when Bilbo lifted his head.

_"It's alright."_ He insisted, _"This is uncomfortable, but come night time I can get us all out of here. These manacles are built to fit a wolf, not a Hobbit."_

"You'll slip out of them." Kili grinned.

"I'm just glad they didn't put me in a cage like you." Bilbo replied, "I'll find the keys and come back to free you, then we can get out."

Kili's spirits lifted for a moment, only to plummet when his uncle finally spoke.

"So, Mr. Baggins, when did you plan on informing us about you…ability?"

Kili saw Bilbo flinch from across the room.

_"I…"_

"Did you enjoy fooling us?" Thorin snapped, Bilbo's ears dropped.

_"I wanted to tell you."_ He replied finally, _"I was afraid…afraid of what you might think of me. There were…are those who think Skinchangers like Beorn and I are nothing more than beasts. My clan, wolves like me, were not especially popular, not even in the Shire."_

_"Many years ago a great freeze occurred and the rivers and lake froze over. Wolves, normal ones, practically laid siege to the Shire. We didn't do anything, but many Hobbits still fear wolves, even if those wolves happen to be other Hobbits."_

There was silence after that as their Elven guards reappeared on their rounds and Bilbo curled up with his back to them and stayed quiet.

-oOo-

It was late at night, at least Bilbo assumed it was, when he finally heard the sounds of music and laughter above them. It was faint even to his ears, but he knew if ale or wine was being drunk, now was the time for him to move.

_"Thorin, I hate to ask…"_ he said with trepidation_, "But you're the closest and well, my clothes were ripped to shreds when I changed. Could I, borrow your cloak? Just, throw it within reach of me."_

Bilbo pawed at the floor nervously, actually slight surprised when Thorin did indeed throw his cloak onto the floor. Which Bilbo gratefully grabbed and dragged over himself with a little difficulty, not having thumbs was always an issue in this form. Finally, he had the heavy material draped over his back, in this form it hardly covered much but it would do. He could feel everybody's eyes on him now so with a sigh he changed back. He heard a few of the Dwarves gasp as the fur and size of his wolf form receded into his usual Hobbit body. He was grateful to have his dexterity back and quickly fastened Thorin's cloak to hide his nakedness,

"Oh it's wonderful to have that manacle of my face." He sighed in relief, rubbing at his sore nose.

"Are you sure you'll be able to find the key?" Bofur asked looking concerned.

Bilbo just smiled, "Hobbit's go unnoticed all the time, so long as the guards don't come down to check us and see me gone, they won't even know I'm out and about."

"Be careful." Thorin warned with his usual straight face. Bilbo just nodded and then slunk back up the stairs.

In all honesty, Bilbo wasn't sure how he was going to get them out. He'd done his best to sound confident but getting the key to their cages was only the first step, after they were out, how would they get out of Mirkwood unseen? Fortunately finding the key also gave the Hobbit the answer.

He just prayed the Dwarves knew how to swim…


	8. Chapter 8

Bilbo shifted as soon as he hit the frigid water. Silently, he cursed himself for being so foolish as to not secure a barrel for himself as he had the Dwarves. Sneaking the company through the halls of Mirkwood unseen had been a challenge in itself, loading them into barrels just in time for them to be dropped into the rapids below had been even worse. He'd no idea why the Elves dropped the barrels into the river, only that he'd heard the word 'Lake Town' and that they'd be expecting them.

His sharp senses floundered under the water, he could see nothing but white foam and black water, no sunlight to guide him to the surface but somehow he burst through. He could see several of the Dwarves and their barrels ahead of him, moving quickly through the rapids, unlike him however, they had barrels to protect them from the various boulders in the water when they slammed into them. Bilbo did his best to swim around them but as strong as a wolf's body is, he'd never swam in such wild water, it didn't take him long to amass several bruises.

"Elves!"

Dwalin's cry only just reached Bilbo's waterlogged ears but the sound of a warning horn pierced them. They'd been caught!

"Look ahead, the gate is closing!" Kili cried.

He was right, the river was blocked ahead by a bridge and iron gateway, if they got out of their barrels now, by the time they got their speed up the Elves would have them, well, not Bilbo, but he was hardly going to abandon them.

Bilbo found himself slammed into the gathering barrels, trapped by the bridge and he could hear the yells of the Elves guarding it. Without hesitation he heaved his soaked body out of the water and leapt at them. He did his best not to seriously injure anybody, it wasn't hard. The Elves easily dodged his snaps and swipes, but he was keeping them busy, that was the main point. If he could just push them back far enough that he could find the lever that opened the gate…

Suddenly a sharp pain struck his foreleg and Bilbo found himself yelping with shock. A black arrow was embedded in the ground between his feet, it having scratched him on the way. The second embedded itself in the closest Elf's shoulder.

Azog's Orc's had caught up. Now of all times!

"Kili!"

Bilbo whipped his head around to see Kili in front of him, he'd used the Orc attack as cover to pull the level and open the gates! Bilbo was about to congratulate him when his ears pricked, the sound of an arrow in the air, instinctually he dodged and instead of embedding in his shoulder blades as he was sure the archer intended, it flew into Kili's leg.

Kili yelled and fell against the bridge as the barrels and the rest of the company passed under and more arrows began to fly, both Orc and Elvish.

_"Kili! I'm so sorry, it was meant for me!"_ Bilbo apologised, helping the weakened dwarf onto his back, _"Hold on, I'll get us out of here."_

It took precious seconds but once he felt the Dwarf had a good hold on his long fur Bilbo took off. He'd never had a passenger before, he'd never imagine how much it would throw off his balance and speed but he did his best. He could feel the arrow in Kili's leg against his side as he ran and the guilt pooled in his stomach.

_"We can head into the forest."_ Bilbo suggested, darting between the trees, _"We can catch up to the others once I'll looked at your leg."_

"We can't leave them!" Kili insisted, "There are Elves and Orcs after us, we have to go back to the river!"

_"Kili one or two at a time I can handle but there are two whole divisions on that river bank! And with you on my back I can hardly fight! Thorin would want you to go to safety!"_

"My brother is there!" Kili yelled furiously, "I'll jump off and limp back myself if you don't turn around!"

Bilbo sighed, he was right. He didn't feel right leaving either, even if he had an injured party.

-oOo-

Thorin fought as best he could from within his barrel but the battle was hard going, if they could fend them off a little longer, the fast water would carry them away. Especially since the Elves now seemed more occupied with stopping their forests Orc guests. The King blocked yet another arrow with the tree branch he'd been using as a make shift sword, only to have it finally split. With a growl of frustration he hurled it into the water and looked for another only to lay eyes on a bloody Orc with its sword drawn, ready to strike as Thorin passed him by in only a few seconds.

Thorin braced himself, ready to leap out of his barrel and put up a good fight when suddenly a brown and black blur collided with his would be opponent, knocking him into the water. Thorin couldn't help but give a triumphant laugh to match Bilbo's howl as the wolf and his rider ran along the riverside with them. Any orc in his way was quickly dispatched with a flick of Bilbo's claws or snap of his teeth. Not dead, but certainly not following.

He was right, after nearly an hour, an exhausting hour, their pursuers had long disappeared and the water had calmed. Enough that they were finally able to drag their soaked forms onto dry land where they all finally got to stretch their legs.

Bilbo and Kili had fallen behind slightly and seemed grateful to see the rest of the company on dry land with them. Kili practically fell off as Bilbo slumped to the ground and Fili was at his side in an instant, looking at the arrow stuck in his leg.

Bilbo made a few more wobbly steps to the side of the river before dropping his entire muzzle into the water and drinking before finally slumping against the ground with a low moan and changing back to his Hobbit form.

"I…made a…mess…of your…cloak Thorin." He panted, indicating to the torn and muddied fur that had only just managed to cling around his neck through their run.

"I'll fix…it…later…"

"This leg is bad." Fili fussed, grabbing hold of the shaft "Sorry but this will hurt."

Kili yelled as it was ripped from his skin but bit his tongue as his brother bandaged it.

"It doesn't smell right…" Bilbo muttered, "We should get it checked."

"No time." Thorin interrupted, glancing over his shoulder, "We need to find a way out onto the lake so we can be sure we've left the orcs behind."

"Thorin, Kili is injured and Bilbo's exhausted." Fili argued, "They can barely walk right now, we can't keep going.

Thorin knew they were right, Bilbo was practically asleep against Bofur and Kili looked paler than the moon.

"A few minutes." He sighed, "Then we drop those barrels back into the water and follow them. Somebody must be here to pick them up, we're going to need to use them for a ride."

* * *

**I figure Bilbo really isn't much of a warrior, even as a wolf so all that exertion would really take it out of him. **


	9. Chapter 9

Finding the man sent to pick up the barrels had been easier than they'd thought.

Perhaps a little too much so. Thorin had almost blundered right into the man's arrow, not that anybody would have pointed it out. It'd taken time to convince young Bard that they were simple travellers and merchants, Balin smooth talking did most of the work and Thorin's gold the remainder. Though Bilbo suspected Kili's injury and his exhaustion helped a little, the human kept giving them both pitying looks. It was nice to see that not every being in Middle Earth had hardened their hearts.

Bilbo would have liked to talk with him some more, learn of this place they were heading, Lake Town. But instead he sat, curled in on himself shivering terribly. His warm clothes were still most likely in shreds on the forest floor back in Mirkwood and Thorin's soaked and tattered cloak barely covered him at all. When he was young his mother had taught him to carry a large scarf which he could tie into a bundle to store his clothes once he shifted. A quick knot and he could run safely with his clothing on his back, ready for when he changed back. He'd not had the time, or the scarf and now he was paying the price.

Balin had given his sympathies, had they any spare clothes themselves they'd have gladly given it to the skin changer but they did not. Bilbo sighed, his breath turning white in the frigid air, he just hoped Lake Town would have a clothing shop he could visit. Perhaps Thorin would lend him some gold to get new clothes…and a scarf.

"So, how is it you lost your clothes?" Bard asked, "I find it hard to believe a merchant would be so low on supplies."

Bilbo saw the Dwarves stiffen.

"I'm not a merchant." Bilbo sniffed, quickly thinking up a lie, "These Dwarves are escorting me. I wanted to see the Blue Mountains."

"Is that so?" Bard raised an eyebrow, clearly he wasn't a very good liar.

"And you decided to make this journey without any clothes?"

The Hobbit remained silent and Bard went back to steering his ship leaving staring at his feet, taking note of the shade of blue they were slowly turning. Oh how he was longing for his thick fur right about now…

He could change…he'd be warmer. At the moment he really could freeze to death, the soaked cloak and icy air was beginning to make him numb. But this man, Bard, what would he think? Would he try and kill him? Or worse, sell him like an animal…what if he trapped him in a cage like a pet for entertainment in Lake Town like the Orc's did with Beorn's people? No, he couldn't risk it. Instead curled up tighter, tucking his fingers into his chest to get the feeling back in them.

Suddenly he felt weight appear at each of his sides, glancing up he was shocked to see both Thorin and Dwalin on either side, Dwalin draped his cloak over the one Bilbo was already wearing. It was still damp as well, but it helped and their body heat at his sides warmed him somewhat. He was still shivering badly, but it felt so much better. He could almost fall asleep…

"I would not close your eyes boy." Dwalin warned, "Not in your condition and not in this cold."

Bilbo just nodded numbly.

"H-how's Kili…his leg…the wound didn't smell right." He whispered, "It could be poisoned…"

"If it is we will have to wait until we reach Lake Town to treat it." Thorin sighed, "Oin lost his supplies to the Elves in their search."

"Oh." Bilbo muttered, head drooping again. He knew in this cold he shouldn't sleep, his face, fingers and toes were numb, which wasn't a good sign. But he was so tired…

That run, with Kili on his back had been harder than anything he'd ever done. By the end his lungs and legs had been burning with the effort just to keep going. He could fight, but he was no warrior and certainly no cross country runner.

"Keep him awake Thorin." Dwalin grumbled, "I'll see if anybody else has a drier cloak for him."

Bilbo almost chuckled, stoic Thorin keeping up a conversation in such tense surroundings? That'd be interesting. Bilbo's eyes were just beginning to droop again when Thorin finally spoke.

"Did you really believe I would leave you to the spiders in Mirkwood?"

"I…" Bilbo muttered, "I guess I did. I lied, I made of a fool of you in our fight…I-I thought perhaps…D-dwarves didn't like skin changers…"

"You've more than proven your worth, as a Hobbit," Thorin smiled before quietly adding, "and as a wolf."

"T-Thank you…I d-don't suppose Dwalin is having any luck?"

Thorin scowled. That was all the answer Bilbo needed.

"Will you be warmer…changed?"

Bilbo didn't hesitate to nod.

"It'll be cool, but my fur would k-keep me from freezing, enough to stop me getting sick at the very least. B-but…"

"Change then." Thorin replied sternly, loud enough for the entire boat, including Bard to hear, "If any…problems arise, we will deal with them."

Bard narrowed his eyes and placed one hand on the knife at his belt.

"Is this a mutiny Master Dwarf?"

"Not else you give us reason." Thorin replied, taking a step in front of Bilbo.

The Hobbit was still curled up on the ground, eyes wide in awe. Thorin was willing to defend him, a skin changer. He almost teared up, how was it out here in the wilds he felt more accepted and at home than he ever had in the Shire?

Bard opened his mouth, probably to ask another question as Bilbo shifted, any other time, when he wasn't so relieved to feel warmth again, Bilbo would have found Bard's reaction quite funny. The human was slack jawed, so shocked he leant against his rudder, almost sending them into a thick piece of ice. Only Fili leaping up and straightening the tool did they avoid it.

Bilbo shook out his damp fur, he wasn't exactly a comfortable temperature, but he could feel his paws and muzzle again.

The sound of Bard's knife being drawn was immediately followed by several of the Company's swords and Bilbo's comfort faded.

"Please, everybody stay calm." He begged.

Evidently Bard wasn't expecting a voice and was so surprised he almost fumbled his knife as Bilbo took a few wobbly steps forward through the barrels so he was eye to eye with the man.

"I won't hurt you." He promised, doing his best to look reassuring, "I just want to stay warm."

"What-"

"I'm a skin changer." Bilbo replied before the question was asked, "I'm a Hobbit but I'm also a wolf."

Bard's eyes finally left his and glance about at the weapons of the company. Bilbo sighed, turning to face them.

"Relax everybody. No need to get so defensive for my sake."

Suddenly there was a hand on his neck and Bilbo froze. For a few seconds he thought Bard had placed his blade at his throat ready to slit it, but then he felt the warmth. It was a hand not a knife, Bard was…petting him?

"I've read about your kind." Bard finally answered with a smile, "I never dreamed I'd see one."

Bilbo gave a content rumble and pushed his head forward into Bard's hand. The Dwarves looked uncomfortable but Bilbo didn't mind, if he had to sacrifice a little dignity to earn the man's trust he would. Besides, the touch wasn't exactly unpleasant.


	10. Author Note: Skip!

HELP

I have the rest of this story planned out, most of it typed up but I cannot find a way to do Lake Town.

I have everything once they arrived at Erebor planned out but I cannot, for the life of me, find an interesting way to write them arriving in Lake Town and all that ensues. Basically all I have is exactly what plays out in the book and film which is boring to just re-read.

So I ask you readers, what would you like to happen in Lake Town to make it more interesting? Or Should I just skip it all together?


	11. Chapter 11

"Is this really necessary?" Bilbo growled and Bard rubbed more fish blood into his neck, "This feels disgusting."

"That's cause it is." Fili moaned, looking very green in the face.

"Well, you can change back and hide in those barrels with your Dwarf friends and be covered in fish, naked and freezing. Or, you can pretend to be dead it's your choice." Bard replied with a sly smile.

"Nobody is going to believe you bought down Bilbo on your own." Thorin argued, "Especially not with a single arrow."

Bilbo felt pride swell at the compliment, glad wolves couldn't blush.

"You don't know how good I am with a bow." Bard argued with a cocky smile. "Besides, it's only until we get to my house in Lake Town. I'll have some men help me haul you up into my living room and once their gone you can change and wash. Now lie down and be dead."

Bilbo growled but did as he was told. Trying to lie a little awkwardly, like he'd been hauled into the boat. This was going to be fun…

-oOo-

"Blimey! I knew Dire Wolves were big but this thing is 'uge!"

It seemed like ever since they arrived at Lake Town that was all Bilbo heard. It was getting very hard to lie still and breath shallowly with all these people constantly poking him. The Dwarves were lucky, they'd gotten out of their barrels some time ago and gone off somewhere with Bard's son. Now he was alone as several men were pulling him up by his fur and lifting him onto a stretcher to carry to Bard's house.

"Careful with him!" Bard yelled, "Don't ruin his fur, I'll hardly get a good price for a rug if half of its mattered and ripped."

Bilbo resisted the urge to growl. He felt ill and exhausted and all he really wanted to do was fall asleep. Not doing so while staying still with his eyes closed was proving to be a battle. Finally, after what seemed like an age, he was dropped roughly onto the floor of a warm room and the other men shuffled out.

"How did you kill that thing, Da?" A soft voice asked.

_"He didn't."_ Bilbo replied for him, getting up and stretching. _"You couldn't have been more gentle? I'll be bruised for an age after that."_

There was a small commotion after that in which Bard explained to his daughters what was going on and his son bought the Dwarves up through the toilet, which Bilbo found endlessly amusing.

Finally, Oin got to treating Kili's wound, which was festering badly, Bilbo could smell it for where he lay in front of the fire with Bard's youngest daughter asleep against his side. There was more talk then, something about Kingsfoil and pigs but Bilbo found himself drifting off and before he knew it, he was asleep.

-oOo-

Beorn lifted his snout to the sky. The scent of Orc had long drifted away from his domain and usually, that would leave him content but instead, now it made him worry. The Orcs had passed on yes, but they were in all likelihood hunting his new pack mate. He hoped the wolf was safe and that his Dwarves were treating him right. He didn't sense a warrior inside Bilbo, he was too gentle a soul, he would not do well in war.

And war was most definitely coming.

Frustrated, he swiped a great paw against one of his trees, causing deep gashes that wept sap and only fuelled his worry.

Perhaps…

Perhaps he should go and see what all this Lonely Mountain fuss was really about.

-oOo-

It had not been a pleasant night. Kili's temperature had risen but thanks to Oin and his quick treatments he wasn't in danger. But that didn't mean he comfortable. Oin, Fili and Thorin had taken it in turns each hour making a thick paste from the kingsfoil and rubbing it into the wound before washing it off with hot water and starting again. Each time the paste was removed black skin and pus followed but finally, as the sun began to rise the wound began to look clean. Still deep and sore, but no longer poisoned.

"It's a good thing we got to it when we did or you'd have had a much worse time of it boy." Oin grumbled.

"Don't tell Bilbo it was bad." Kili mumbled sleepily, "It was meant for him, he feels guilty…"

The wolf had fallen asleep swiftly after their arrival, not even waking when Bard's eldest daughter went about cleaning the blood from his fur and dressing his cut ankle. Nobody dared to disturb him.

"We rest today." Thorin announced, "Tonight we find weapons and a boat out of this city."

Suddenly the door banged open and Bard came running in. At first Thorin though he'd forgotten something, since he'd only left to go fishing a few minutes before but the worried look on the man's face suggested otherwise.

"We have a problem." He spoke up; slamming the door closed with a loud bang which startled Bilbo awake.

"The Master of Lake Town wants a rug made from the 'dire wolf' I slew yesterday."

Bilbo rumbled and laid his head back between his forepaws.

"Just say no." Thorin argued, "A man is entitled to the animals he hunts."

"Not here." Bard muttered, "The Master takes any and all he wants, if you don't willingly give it, he sends men to take it. We can't have his men come here and find all of you. We'll all hang."

The man cursed under his breath.

"I shouldn't have become involved in this…"

"Well we can't sneak out of here now!" Fili cried, "Kili is still recovering and its broad daylight outside! We'd be spotted for sure."

The Dwarves began frantically whispering amongst themselves trying to make a plan.

"Bilbo, change." Thorin ordered, "I'm sure Bard's son can lend you something to wear but right now this form will only cause more trouble."

Thorin went back to talking with Dwalin for a moment before he realised his order had fallen on deaf ears.

Bilbo stayed exactly where he was, with his head in his forepaws staring straight ahead, ears flicked back flat against his skull. Thorin was no trainer, but he did know that was a sign or irritation at the very least, if not outright anger.

"This is no time for moodiness." Thorin argued with a little more force, "I know you are not used to being woken but that is no reason to be childish. Change back!"

Bilbo's eyes flicked to Thorin. He growled.

It was a warning growl, no question but a growl none the less. By now everybody had stopped and were watching nervously. Thorin Oakensheild was not one to be ignored, even by a skin changer. The Dwarf's eyes narrowed and he took a step forward to stand over the wolf and ask again but Bilbo rose to meet him, growling deeply but still not speaking.

"Did Bard's daughter do something to him?" Kili whispered, "This isn't like him at all."

"If you have a problem _Mr. Baggins_, I suggest you speak up about it." Thorin spoke evenly.

Bilbo barred his teeth for a few moments before taking a step back and a deep breath.

_"Sorry."_

The word came out pained, like Bilbo really had to think about how to form the sounds, which immediately set of warning bells. Then, much to their relief, he changed, a Hobbit was before them once more.

Bilbo gave a sigh of relief and quickly changed into the clothes provided by Bard's son. It wasn't hard to miss the red tinge his face had taken on.

"I'm sorry Thorin." He spoke up sheepishly looking ashamed, "Wolves don't cope well with sickness. They can't sweat out a fever, so the heat makes my head muddled in that form. Well, you know what they say, never approach a sick or wounded animal, they tend to lash out…"

"Great, just what I need another sic member." Oin grumbled, as he roughly looked Bilbo over.

"So, we've got a recovering Dwarf, a sick skinchanger and a platoon of men on our tail." Gloin muttered, "So far our time here is going swimmingly."

* * *

Finally, the writers block is gone! Thank you so much for all your suggestions!


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